Mighty and Marvelous
by Reborn Dark Phoenix
Summary: This is a retelling of the life story of one of Earth's Mightiest heroes, Carol Danvers, aka Ms. Marvel. Witness how her life is inspired by the people of the Marvel Universe from her childhood, to the Kree, to Binary, to the formation of the Avengers. *AU*
1. Prologue: To Reach the Stars

_**Ladies & Gentlemen, readers and writers of FanFiction, we now begin a tale; a retelling of the life of one of Earth's Mightiest Heroes, the mighty and marvelous Avenger herself, Carol Danvers, the beloved Ms. Marvel, as interpreted by yours truly, Reborn Dark Phoenix. Some things will be new, some all too familiar, but everything written to truly bring Carol Danvers to life. Enjoy :)**_

_**Disclaimer: Ms. Marvel and all other characters are patented creations of Marvel Comics.**_

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_**REBORN DARK PHOENIX PROUDLY PRESENTS**_

_**MIGHTY AND MARVELOUS**_

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Prologue: To Reach the Stars

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She was a creative child.

Her dream was to dance in the heavens and touch the stars. Every night, when her father and mother and brother and the baby were asleep, she'd sneak out her window and sit on the roof, just watching the marvelous beauty of space. It fascinated her, enamored her, called to her, teased her; how desperately she wanted to one day just reach the sparkles in the skies, the thick clouds in the cosmos and touch them, just for the fun of it.

She loved reading about space when she can; her room is filled with books of space adventures and heroic adventures on other worlds. She had collections of movies from Avatar to the Star Wars Saga to Star Trek to Alien vs. Predator. At the young age of nine, she already had a dream: to reach the stars, to find other worlds and planets and discover new life among the cosmos. There had to be more life in the universe than just on Earth. There just had to be-she just knew so; and one day, she'd find it. As an astronaut, she'd one day change the world's perception of the cosmos as they knew it.

It didn't matter that her teachers dismissed it as a simple child fantasy.

It didn't matter that her younger brother teased her about being a nerd.

It didn't matter that her mother believed she was chasing a temporary dream, or that she was worried she was wasting away her childhood with this "nonsense."

It didn't matter to her that her father didn't think she could do it, that she should focus on more "girly" things for girls her age, like dolls and playing dress up. It hurt a bit that he didn't believe in her, but it didn't matter.

Carol Susan Jane Danvers aimed to one day reach the stars and meet new alien life.

And one day, she would prove them all wrong.

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**_XXXXX-A/N/-XXXXX_**

**_I know it seems short to start off with, but what do you think? You all know what to do-R&R, feedback, and all that good stuff._**

**_First chapter coming soon, so until next time, dear readers._**


	2. Space on the Mind

_**Ok, so I know I have neglected to follow up on this story. Like, a lot. Seriously, I started it in JANUARY, and I'm posting Chapter 1 in MARCH, TWO MONTHS LATER…**_

_**Carol: And you say I'm your favorite comic character…*grumbles***_

_**And you are! Anyways, I want you guys to know that NO, I am NOT going to abandon this story-I shall indeed be continuing it. Yes, I haven't updated it, but it's because not only of my focus on my other stories or my very hectic life-**_

_**Carol: Excuses, excuses…**_

_**What, are you Deadpool today?**_

_**Carol: I will blast you into nothing.**_

_**Or I could just cancel the story altogether and kill Peter off in "Love & War" and ruin your life forever as extra. I have an entire heart moving happy ending planned and I can just ruin it with a push of the keyboard.**_

_**Carol: ...**_

_**Yeah that's what I thought. Anyways, I haven't been working on this because I was stumped on where to go from there, I wanted to start Carol off in her childhood but I had no idea how to do it. Took me a while to finally figure out how I'll go about this. And I want to do this right, because Ms. Marvel is indeed my favorite super heroine, probably my favorite Marvel character. And I want to do this right. And so, without further ado, I present to you, the first Chapter of Mighty & Marvelous :D enjoy!**_

_**Disclaimer: Ms. Marvel and most other characters seen in the story are property of Marvel.**_

…

_**Carol?**_

_**Carol: …what?**_

_**I'm sorry, I won't do any of those things. Don't hate me.**_

_**Carol: …do me justice and then we'll talk.**_

_**Oh, if only you were real…**_

_**Carol: You're getting creepy…**_

_**Right, sorry-ON TO THE FANFIC!**_

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Chapter 1: Space on the Mind

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***Morning, Danvers residence, suburbs of Boston, Boston, USA***

"Carol! Breakfast is ready!"

"Coming!" Carol yelled back as she finished getting ready for school, placing a Captain America sweater over her shirt. As she put on her shoes, she stifled a yawn; she had again stayed up past her bedtime, sneaking out onto the rooftop to watch the stars and doodle a bit in her journal. That journal held some of her most precious dreams and secrets. This journal was a door to a future that Carol wanted to one day call her own. After beholding the beautiful night sky for about 2 hours, she went back into her room and decided to finally start the new sci-fi book that she & Uncle Benny had bought recently. The nine year old Carol Danvers was a very adamant reader, and she was smarter than most people took her for. Her Uncle Benny was currently teaching her to read on a level that most nine year olds weren't on. As a reward for how far she was progressing in only a few months, Uncle Benny had bought her a small novel, a sci-fi adventure about a group of adventurers traveling the cosmos to fight evil. She had been up reading it, and she didn't go to sleep until 1:30am. This wasn't something the little girl was used to or did on a regular basis, but the book was just so good.

Carol grabbed her backpack and headed to the door of her room. She stopped suddenly, and turned to her bed, where the book lay. It didn't even take her a second to dash back across her room to her bed, grab the book, stuff it into her backpack and race out the door. She didn't want this book to escape her sight until she was done, and even then she'd probably read it again.

Rushing down the stairs of her house, Carol headed to the kitchen, where her mother, Marie, was placing pancakes on the table for eight year old Steve while baby Joseph Jr., or "Joe" as Carol preferred to call him, cried in her arm. Carol's father, Joseph Sr., was sitting at the table already, newspaper in hand and a cup of coffee on the table, his other hand folding a fork filled with pancakes.

"Morning, Mom!" Carol said happily as she came up to her mom and gave her a hug, which Marie Danvers tried to return as best she could with a crying baby in her arms.

"Good morning, Carol," she replied with a warm smile. "Hurry up and eat-you're going to be late for school. Your pancakes are on the table, and could you please take Joseph and put him in his high chair?"

"Ok, mom," Carol replied as she took her baby brother. "C'mon Joe, let's get you some breakfast." The child soon stopped his crying and starting giggling as Carol placed him in his high chair. She then passed her father and gave him a hug and kiss, smiling as she said, "Morning, daddy."

"Morning, Carol," Joseph Sr. smiled as he returned the hug in full, placing a quick kiss on his eldest child's forehead. Honest to God, Joseph Sr. loved his daughter as much as he loved his wife and two younger sons, but he did wish that he had had a son first before Carol. It wasn't as if he wasn't proud to have a daughter-he really did like having a daughter and he would never want anything to happen to her, and he would always do his best to ensure she was provided for as long as she lived under his roof. Joseph Danvers, Sr., however, had a mentality of men being more capable than women were. He could never see women as the equal of men. It was how he was raised, and how his father and grandfather were raised. He believed in hard work; but that didn't mean that he didn't expect much from Carol-he expected her to do well in school and progress in life. There were just a number of things in life and in the job market that he could accept being able to be done by women-like construction and contracting, like what he did for a living. It was for that reason that he didn't really approve of Carol's dreams to be an astronaut and her interest in the sciences. He did enjoy her passion for reading, and wondered if she might want to become a writer one day. That seemed harmless enough. Regardless, Joseph Sr. loved young Carol with all his heart, but he still couldn't see her doing what, in his eyes, only men could do.

Neither could know that this one thing would tear them apart in years to come.

"Hurry up and eat, Carol," Joseph Sr. said as he sipped some more of his coffee, putting the newspaper down. "We're leaving soon, and you don't want to be late."

"Ok-wait, I thought you couldn't drop me off today?" Carol realized, filling her mouth with pancakes. She had asked her father if he could drop her off at school today, but he had said he couldn't, as he needed to get a head start on a new contract for an office building in downtown Boston.

"I think they can start without me and not need me for 40 minutes," Joseph Sr. smirked. "Whadaya say, Carol?"

"Awesome!" Carol said with glee. She was really happy now. Carol loved her father and always wanted to be just like him when she grew up: a hardworking, smart and strong person.

"Aww, I want a ride with Dad to school," Steve whined, his mouth full of pancake.

"You take the school bus, sweetie," Marie reminded him as she tended to her youngest child's fussy nature as Junior stubbornly refused to eat.

"Ah, one day missing the school bus isn't that bad," Joseph Sr. remarked. "Don't worry, son; tomorrow, it's just you and me."

"Cool!" Steve said, and then turned to Carol. "Haha, I got a ride with Dad too!" he said.

"So what, I got mine first," Carol teased back as she stuck his tongue out at him, to which Steve responded with a raspberry.

"Kids, no fighting," the two parents warned, and the young children quickly ended their banter.

15 minutes later, Steve was on the school bus to his school on the other side of the suburbs, and Carol was in her father's car on her way to school. Carol, currently in fourth grade, was still in the phase of life where children still enjoyed going to school and being cooped up in a single room for 6-8 hours a day, with only 30 minutes of freedom for recess. Of course, Carol only saw it as a way to see her friends from school-of course, she would have playdates with them or meet them in the park on weekends, but it was always good to see them every day. She loved her friends, and she liked her teachers, her favorite being the science teacher, Mr. Balder.

Carol suddenly yawned. It didn't catch her father's attention, being that it was only 7:45am and her school opened at 7:55 for class to start at 8:05, so it was only natural that the little girl would yawn; she woke up early every morning, after all. It was after five more yawns in just 10 seconds that Joseph Sr. realized something was wrong with this picture.

"You seem a bit more tired than usual," he noted, raising an eyebrow.

"I think I'm just really tired; I woke up in the middle of the night to get some water, and I couldn't go back to sleep for a while." It was partially true-Carol had gone to get a glass of water in the night, after coming back inside from her rooftop star/night gazing and finding her sci-fi space novel.

It seemed enough to appease her father. "Well, don't be falling asleep in class now, ok? The last thing we need is Ms. Donovan to call us about you falling asleep in class," he said with a small smirk.

"Ok, Daddy," Carol said, smiling to herself. She was in the clear…for now. She always wondered just how long she could keep up her night time activities until her parents found out. She sometimes wondered if they knew already…

They arrived with a minute to spare, kids already rushing inside to get to the designated areas where their teachers would be waiting for them. Carol made sure that she had everything she needed and that she was ready to go in. Sure she was ready, she opened the door, turning back to her father to give him a kiss on the cheek. "Thanks for the ride, Daddy. See you later!"

"Ok, Carol, have fun! Remember that your mother is picking you up after school. I love you, and don't be falling asleep in class!" Joseph Sr. called after her.

"Ok, Daddy! I love you, too!"

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***Carol Danvers' 4****th**** Grade class, about 3 hours later***

"Okay, settle down everyone," Ms. Donovan said as she tried to get her very excited students to calm down. They knew there was only one more period left before recess and then lunch time, and that always got the kids excited and anxious to go outside and play in the school playground, even more so now because their science teacher was running a bit late. "Mr. Balder is just running late, but he will be here soon enough, so all of you, calm down and get into your seats!" At her command, the class soon quieted down (as much as hyper nine year olds can) and took their seats, waiting again for Mr. Balder, their science teacher, to arrive.

Carol decided to pass the time with some reading, and took out her book. Opening it to where she had left off, she once again immersed herself into a whole new world, a world where fantasy and fiction were reality…where she was soaring through the cosmos with the heroes in the book. Where she last left off, the heroes-a team of intergalactic space cops who fought the forces of evil to protect a union of solar systems and species, such as an evil robot dictator-were battling an endless horde of killer space robot soldiers, bent on conquering a world for their evil overlord. Carol couldn't help but put herself in the battle, fighting alongside the heroes and helping to save the world they were fighting for. She would then imagine journeying with them through the vast void of space, which she was sure, with all her heart, wasn't empty, but full and teaming with life. She would make friends and enemies, be a heroine and save countless species and…

"OK, class, sorry I'm late!" Mr. Balder said with a smile as he walked in with his usual bag of things, but what caught the students' attention were the TV and DVD player he rolled into the classroom. "But to make up for it, since we've been learning about the solar system these last three classes, I've managed to find us a movie about space!" The effect he wanted was rewarded to him, as he knew that his class would love to watch a movie, no matter what kind of movie. It meant fun for them, after all.

35 minutes later, the class was still in awed silence as they continued to keep their eyes glued to the TV set. This movie was about space-specifically the possibility of past life on Mars. This instantly captured Carol's attention. Life on another planet, and a nearby planet at that?! This was just awesome, she told herself, and she immediately took out her journal to write down as much as she could as the movie played on. She loved the last few classes about space and the solar system-heck, she loved Mr. Balder's science class, period. She instantly rose to one of the smartest and active kids in the classroom, and Mr. Balder took note of that right away at the beginning of the school year. He was reminded of his now grown up daughter Hillary when she was Carol's age, as his own daughter was also very interested in science. She quickly became one of his favorite students, and he always made sure to let her in on anything science-related going on in the school.

Suddenly, the bell rang for recess, and Mr. Balder had to end the film early. "Don't worry, guys," he said as he took out the DVD. "We'll finish it tomorrow. Now, listen up, because I have an announcement, and Ms. Donovan has one too. The school is deciding to hold two events for next week. It's kind of short notice, yeah, but I think you guys will like it. The first event is a small play, on which I have no idea what it'll be about, and the acting teachers, Mr. Santos and Mr. Thompson, are going to post up signup sheets for anyone who's interested by the end of lunch, so keep your eyes out for that. And the second…wait… oh wow, I took Ms. Donovan's announcement by mistake." The class laughed at that. "Ok, I guess she can give my announcement, then."

"Thank you," Ms. Donovan chuckled. "Ok, so the second even is…a science fair, to be ready in two weeks time. Now, again, it is short notice, but a number of science teachers, including Mr. Balder, are willing to help out with your projects in any way they can. The topic can be anything of your choice. Now, all the science teachers are going through their classes and getting students who want to participate in the science fair. Is anyone is interested, raise your hands now."

To no surprise for Mr. Balder, but to his joy, Carol Danvers' hand was the first to shoot upwards. "I want to be in the science fair!"

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***Recess, 10 minutes later***

Recess was in full swing now, with students racing around and playing and screaming and doing whatever it was that kids did. Carol had just finished a very tiring game of tag with her friends Mia, Gloria, Sammy, Tara, Jonathan and Francine. Now the group of friends were resting by the only tree in the schoolyard, enjoying the shade it gave them. Carol had brought her journal with her to recess, like she always did, and as she rested, she took it out and started writing in it again. She was very excited about this science fair and wanted to do something that would wow the judges. She had even stayed behind a minute while the rest of the class left for lunch to bounce some ideas off of Mr. Balder.

"_I knew I could count on you to want to be a part of the fair, Carol! So, any idea as to what you'll be doing?"_

"_I'm not sure, Mr. Balder. I want to do something that'll be cool and get everyone's attention, but I don't want to do something that's been used all the time. Like a baking soda volcano or a solar system diagram."_

"_Well, since we've been focusing on the solar system for the last few days, maybe you can use what you learned to give it a whole new spin on the take. How about, instead of the solar system in whole, you focus just on Mars?"_

"_Like how scientists think there may have been aliens long ago on Mars?"_

"_Exactly! It's a new idea that no one would expect! Fresh and ready to be made into an awesome project! Whadaya say, Carol?"_

She thought it was a great idea. Mr. Balder even said she could use some inspiration from her space sci-fi books, even though it had to be kept at minimum. Regardless, Carol had made up her mind: she was going to do her project on Mars and life on it. It would be awesome!

"You sure write a lot in there, Carol," Tara said as she played with a few dandelions, noting how much Carol wrote in it.

"Is it a story?" Sammy asked, he and Francine stopping their game of rock-paper-scissors to look up.

"Not really," Carol replied, stopping her writing as she looked at her friends. "It's just something I like to write in. You know, about space and stuff."

"Remember when the movie said that there may have been aliens a long time ago on Mars?" Mia said with a smile as she got up from lying off the grass. "Maybe they're still there! You want to be an astronaut, right Carol? If you do, and you go to Mars, you might find aliens on Mars, hiding from us and waiting to take over the world!"

"Yeah, like in that movie, War Worlds!" Jonathan said with glee. "…I think that's what it's called. I tried watching it with my brother, but I got scared in the middle and he told me to go away."

"It's called War of the Worlds," Carol smirked. "And it's not scary! I've watched it like a million times!"

"Who cares if it's scary?" Tara said. "Carol, you could be a superhero if you stopped an alien invasion!"

"That'd be cool!" Gloria said. "Can we be your team?"

"Yeah, I wanna beat up some aliens!" Sammy said with a smile.

"Me too!" Francine said.

"Yeah, sure guys!" Carol replied with enthusiasm. "We'll be heroes, like Captain America, but in space!" She got up and zipped up her sweater, emphasizing the star-spangled shield on it. "We'll be called…the Space Guardians!"

"That sounds dumb!" Tara teased. "How about…Space Cops?"

"How about the Green Lanterns, like in the comics?" Gloria said.

"No, we need rings for that," Carol said. She was an avid reader of the Green Lantern comics, her favorite Lantern being Kyle Rayner.

"I know! The Guardians of the Galaxy!" Francine said with joy.

"That sounds pretty cool!" Jonathan said. The others agreed.

"Then we'll be called the Guardians of the Galaxy!" Carol yelled out, her hand in the air. "Space superheroes who defend the galaxy from the evil…um…we need a bad guy."

"We'll make one up!" Mia said as she started running, her energy returned. "C'mon guys, the bad guys are trying to blow up the sun! What do we do, Captain Carol?"

"Hey why is Carol captain?" Gloria asked.

"Because it was her idea," Tara replied.

"Ok, team, to the sun!" Carol yelled, running towards the jungle gym at the other end of the playground, her journal in hand. "We got to save the sun and the world from winter forever!" With shouts of joy and glee, Carol and her friends ran off, pretending to be space superheroes for the rest of recess. With this game now created, Carol now had a lot more ideas to put in her journal during Independent Writing.

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_**XXXXX-A/N-XXXXX**_

_**Ok, so there we go, a nice starting point for the rest of Carol's life. What did you guys think? Anything I can improve on? Please leave your feedback, as well as any and all other reviews and comments, as I love to hear from you guys.**_

_**I want your opinions: how do you think I portrayed Carol's dad? I know that from what I read of Carol's origin story and her background, he seems to be a jerk, but I honestly don't want to go that route. I would like to portray him as just a guy with an old fashioned mind-set which gets in the way of his relationship with his daughter, which will drive them apart eventually. Much of his actions will occur in Carol's teen years, which will probably appear in a few chapters. I don't really want to portray him as an ass, but there will be moments when he acts like one, and moments when the two actually can bond and get along. Bu eventually, the tension starts to develop. I hope I can go on that path well enough.**_

_**Now, of course, I should probably mention that this is, in fact, an AU continuity, so for those who also know quite a bit of Carol's story and life, there are going to be some changes here and there. Oh and yes, I will be featuring other Marvel characters here and there-they're be most prominent when we get to Carol's entry into the military and from there on out.**_

_**Ok, enough babbling from me. Thanks for reading and next chapter coming soon! (I mean it this time!)**_

_**Until next time, dear readers.**_

_**Carol: Guardians of the Galaxy? Not bad, actually…**_

_**See? I can do this justice :D**_

_**Carol: We'll see…**_

_**Ye of little faith…**_


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